EXHIBIT 10.14
[LOGO]
ENDLESS YOUTH
PRODUCTS, INC.
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To : Xxxxx Xxxxx
Company :
Facsimile No. : 818.788.9264
From : Xxxx X. Xxxxxxx
Telephone No. : x0.000.000.0000
Facsimile No. : x0.000.000.0000
Date : October 1, 1997 Pages: Three
This facsimile may contain certain information which is privileged,
confidential and protected from disclosure. If you are not the intended
recipient of this transmission or the person responsible for its delivery to
the addressee, please immediately notify our office on receipt.
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AGREEMENT
This letter agreement shall serve as the agreement (the "Agreement") between
Endless Youth Products, Inc., 0000 Xxxxxxxxx Xxxx., #000, Xxx Xxxxx, XX 00000
(the "Company") and Xxxxxxx Xxxxx, 00000 Xxxxxxx Xxxx., #000, Xxxxxx, XX
00000 or his affiliated company ("Sands").
The Company is involved in the development of Le Solution Derma System (the
"System"). The Company is utilizing the industrial design services of Logica
Product Development and the electrical engineering services of Xxxxx
Xxxxxxxx. Xxxxx has agreed to provide $50,000 with respect to the
development and prototype production costs with respect to the System. The
investment payment schedule is as follows:
1. October 9: $12,000.
2. October 26: $ 8,000.
3. November 12: $ 7,000.
4. November 24: $ 6,000. plus costs for additional prototypes.
5. December 4: $ 2,000.
[The remaining $15,000 will be available in "as needed" basis to pay for
potential extra development costs, such as electrical engineering costs,
prototypes, and expenses related to coordination with manufacturers. Such
development costs will fall within the period November 24 and December 20.]
ENDLESS YOUTH PRODUCTS, INC.
Xxxxxxx Xxxxx
October 2, 1998
Page Two
The Company shall provide a notice to Sands two days prior to the due date of
the above described payments. A check or wire transfer shall be sent to the
Company by Sands with respect to the above-described payments to be received
on the specified date; the mailing address and bank account information shall
be supplied by the Company to Sands. Following the initial October 9 payment
which is due on October 9 (no further notice shall be provided by the Company
with respect to such payment), such dates may vary slightly based on the
completion of required work by Logica Product Development; the Company's
two-day notice to Sands shall take into account any such development delays.
In consideration of Xxxx's payment of $50,000, as described above, the
Company will provide to Sands the following:
1. 25,000 shares of Company stock. Shares will be issued in good faith on or
about October 9, following the initial payment of $12,000. Such shares can
be traded following February 1, 1999.
2. 25,000 stock options to purchase shares of the Company at $.75 per share.
Such options must be exercised within two years of the date of issuance which
shall be on or about October 9, following the initial payment of $12,000.
3. Xxxxx will have a 2 percent interest in all revenues received by the
Company with respect to the System and all products sold in conjunction with
the marketing of the System. The 2 percent interest shall be based on gross
revenues minus actual manufacturing cost for the System and accompanying
products. If the Company receives a gross licensing/royalty fee with respect
to the System and accompanying products or a rental fee with respect to
generated customer lists compiled from the marketing of the System, Sands
will be paid 2 percent on such gross fees. Additionally, Xxxxx will receive
a 2 percent interest in any lump-sum sale of the rights to the System and
accompanying products to a third party.
The Company will be required to furnish Sands with weekly reports in
connection with all revenues received by the Company from System revenues.
Xxxxx will have the unlimited right to review all records with respect to the
System and its accompanying products.
4. Xxxxx has the right of first refusal to manufacture product for the Company
on terms and prices equal to that of a third party manufacturer as secured by
the Company.
ENDLESS YOUTH PRODUCTS, INC.
Xxxxxxx Xxxxx
October 2, 1998
Page Three
5. Sands will act as the Company's exclusive representative in connection
with negotiations for sale of the System and accompanying products on home
shopping programs.
6. Further performance bonuses and financial arrangements will be entered
into in good faith between the Company and Sands as a reflection of the
expertise that Xxxxx provides to the development, production, and marketing
of the System.
The term of this Agreement shall be ten years and automatically renewable for
an additional ten year period.
AGREED:
ENDLESS YOUTH PRODUCTS, INC.
BY: /s/ Xxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxx
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Xxxx X. Xxxxxxx, President Xxxxxxx Xxxxx
